An interesting question has surfaced lately: how does publicly traded stock get valued when held by an M&A target that is itself the subject of an appraisal action? Not a ton of guidance on this question, but we did locate a turn-of-the-century case worth dusting off: in Paskill Corp. v. Alcoma Corp., Delaware’s Supreme
Delaware law generally respects corporate separateness, but in rare cases will disregard the corporate form to prevent fraud or injustice. Earlier this year, in Manichaean Capital, LLC v. Exela Technologies, Inc., 2021 WL 2104857 (Del. Ch. May 25, 2021), Vice Chancellor Slights issued the first Delaware decision recognizing reverse veil-piercing, in which liability is
In an apparent question of first impression, the Delaware Court of Chancery is considering whether stockholders in a Delaware corporation can relinquish their rights to object to the sale of the company and waive fiduciary duty claims through a stockholder agreement. Law360 reports here that Vice Chancellor Sam Glassock III has asked for supplemental motion-to-dismiss
Major proxy firm Institutional Shareholder Services (ISS) issues guidance every year for investors laying out ISS’s recommendations for voting on various shareholder issues. The 2021 US voting guidelines, in line with the 2020 guidelines, recommend voting in favor of appraisal rights. This is of little surprise as appraisal rights remain critical shareholder rights and
While the appraisal landscape, and many of the major appraisal decisions of the past few years, have concerned the appraisal of public companies, it is critical for investors and practitioners to not lose sight of private appraisal.
Appraisal rights can be available to shareholders of privately held corporations, and can be exercised when a
Camelot Portfolios, an Ohio-based investment fund, is launching a new appraisal-focused fund. Camelot is no stranger to the space, since it uses appraisal strategies in an existing fund. The new fund will join a number of other funds offering exposure to appraisal strategies. Appraisal arbitrage has long been a strategy of certain investment funds;
Matt Schoenfeld of Burford Capital has produced a pre-Aruba piece: “Form Corwin to Dell: The Cost of Turning a Blind Eye”, that discusses the potential impact of recent Delaware Supreme Court rulings in Dell and other cases.
The SSRN abstract is below:
Abstract
This essay considers the ramifications of the Delaware Supreme Court’s
Cooley LLP provided a recap of 2017 M&A, along with an outlook for 2018 for Lexology, which includes a discussion of appraisal conditions in private M&A deals. We have blogged previously about the possibility of acquirers including appraisal conditions in public deals.
This 2018 M&A Outlook is a good reminder of the role
As reported by Pensions & Investments, the Arkansas Teachers Retirement System has committed $30 million to an alternative asset manager specializing in appraisal opportunities. Further highlighting the focus on appraisal, the Fund committed an additional $30 million to a different fund, but agreed to expand that fund to include appraisal.
As we’ve blogged about